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Alliance Integrated Metaliks Ltd Directors Report

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Oct 31, 2025|12:00:00 AM

Alliance Integrated Metaliks Ltd Share Price directors Report

To, The Members of

Alliance Integrated Metaliks Limited

Your Directors are pleased to present the Thirty-Sixth (36th) Annual Report of the Companys business and operations, together with the audited financial statements and Independent Auditors Report thereon for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The financial statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2024-25 are provided below:

Particulars Financial Year ended March 31, 2025 Finasncial Year ended March 31, 2024
Revenue from Operations 8,975.65 6,755.51
Other Income 7.47 3.19
Total Revenue 8,983.12 6,758.70
Total Expenses 16,259.97 15,578.06
Exceptional Items 12.82 15,237.85
Profit before Tax (7,264.03) 6,418.49
Tax Expenses
(1) Current Tax
(2) Deferred Tax
(3) Earlier years tax expense
Net profit for the year (7,264.03) 6,418.49
Other comprehensive (loss)/income for the year 0.36 (5.91)
Total comprehensive (loss)/income for the year (7,263.67) 6,412.58
EPS (1.84) 1.80

2. OPERATIONS REVIEW

The Company has set up its Production facility to cater all types of Heavy Steel Superstructures for following segments: Steel Bridges for Rail, Road, Metro, DFCC and Expressways Foot Over Bridges High rise Buildings Thermal Power Plants Marine equipment requirements

Large Stadiums and Exhibition halls
Airport Superstructures
Refinaries
Commercial Buildings
Automobile Plants
The End Clients list of the company includes
DMRC - Delhi Metro Rail Corporation
NHAI National Highways Authority of India
NHIDCL - National Highways & Infrastructure Development Corporation Ltd
MORTH Ministry of Road Transport & Highways
PWD Public Works Department (Various States)
UPEIDA Uttar Pradesh Expressways Industrial Development Authority
NTPC National thermal Power Corporation
BHEL Bharat Heavy Electricals Limited
KRCL Konkan Railways Corporation Limited
MRIDCL - Maharashtra Rail Infrastructure Development Corporation Limited
ITPO India Trade Promotion Organisation
DFCC - Dedicated Freight Corridor Corporation of India
IOCL Indian Oil Corporation Limited
Maruti Suzuki India Limited
Nabha Power Limited
Aditya Birla Group
EPC Clients
L&T
Shapoorji Pallonji Group
AFCONS Infrastructure
HCC
S P Singla Constructions
APCO Infra Projects
KEC International
GMR Power & Urban Infra
Ashoka Buildcon Ltd
Gaawar Constructions Limited
Doosan Power Systems
BGR Energy Systems Limited
DRAIPL
VRC Constructions Pvt Ltd
Megha engineering & Infrastructures Limited
Vishwasamundra
SMS
GDIR
Gammon India Limited
Tata Projects Limited
G R Infrastructute Ltd
ISGEC Heavy Engineering Ltd

In the FY- 24-25 Major Focus has been of Steel Bridges Projects of Railways, Expressways, NHAI and State road Projects.

The shares of the company are listed on BSE Limited.

3. STATE OF COMPANYS AFFAIRS

The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of this Annual Report.

During the year, the Company received Provisional Attachment Order No. 09/2024, issued via email dated 13.09.2024 by the Deputy Director, Gurugram Zonal Office, Directorate of Enforcement, New Delhi. The order pertains to the provisional attachment of immovable properties held in the Companys name, vide reference number F.No.ECIR/ GNZO/14/2024 dated 05.09.2024, and also includes the attachment of shares held by the promoter company. However, the said order does not have any impact on the business or day-to-day operations of the Company.

4. CHANGE IN THE NATURE OF BUSINESS

During the Financial year under review, there was no change in the nature of business.

5. DIVIDEND

In view of losses incurred during the period under review, the Board of Directors has not recommended any dividend for Financial Year 2024-25.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of seven consecutive year or more are required to transfer in the name of IEPF, but the company is not required to be transferred any amount to the IEPF established by the Central Government as the company has not declared any dividend for any financial year.

7. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

8. CAPITAL STRUCTURE OF THE COMPANY

As on March 31, 2025 the Share Capital Structure of the Company is categorised into two classes:-

S. No Particulars Equity Shares Preference Shares
1. Authorised Share Capital 45,00,00,000 55,00,00,000
2. Paid Up Share Capital 39,49,50,000 2,90,00,000
3. Value per Share 1 10

During the period under review, your company has not raised any funds through public issue, rights issue etc. and has neither issued any shares with differential voting rights nor issued any sweat equity shares.

BONUS ISSUE

During the year the Board in its meeting held on June 01, 2024 issued and recommended Bonus shares in the ratio (2:1). The Shareholders approved the issue of Bonus shares in the Extraordinary General meeting held on June 25, 2024 via video conferencing. The Company allotted 26,33,00,000 equity shares of Rs. 1/-each in the proportion of 2:1 i.e two (2) bonus equity share of Rs. 1/ each for every one (1) share of Rs. 1/each held. The Bonus shares were credited to the shareholders on the record date fixed on 11th July, 2024.

The aforesaid bonus equity shares issued and allotted were listed on the Stock Exchange.

9. DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2025 39,40,99,970 Equity Shares representing 99.785% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE123D01024.

The Equity shares of the Company are listed on BSE Limited.

10. RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter ended June 30th, 2024, September 30th, 2024, December 31st, 2024 and March 31st, 2025 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity shares of the Company are listed.

11. CHANGE OF REGISTERED OFFICE

During the financial year under review, the Company has not changed its Registered Office.

12. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company. During the financial year, the Board of Directors of the Company at their meeting held on May 01, 2024 has approved the Preferential Issue of 1,15,00,000 warrants convertible into equity shares and the said Preferential Issue was also approved by the shareholders of the Company at their Extra-Ordinary General Meeting held on May 24, 2024. However, due to non-receipt of application money from the subscribers, the Company was unable to proceed with the allotment of the said warrants. Accordingly, the Board of Directors in its meeting held on October 26, 2025 has accorded its approval to withdraw the above-mentioned proposal for the Preferential Issue.

This withdrawal will not impact the financial stability, operations, or growth prospects of the Company.

13. FINANCIAL STATEMENTS OF THE COMPANY

The Financial Statement of the Company for the FY 2024-2025 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and other applicable provisions of the companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (Listing Regulation).

The Audited Financial Statement along with Auditor Report for the FY 2024-2025 into consideration have been annexed to the Annual Report and also made available on the website of the Company which can be accessed at https://www.aiml.in.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

During the year under review as on March 31, 2025 the company does not have any subsidiary, Joint Venture and associates company.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013. Your Directors hereby confirm that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors have prepared the annual accounts on a going concern basis; and e. The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. CORPORATE GOVERNANCE

In compliance with the Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given as an Annexure and forms an integral part of this Annual Report. A Certificate from the Practicing Company Secretary (PCS) confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate of the Whole-time Director (WTD) and Chief Financial Officer (CFO) of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

Your Company has obtained a certificate from a practising company secretary that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or are continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.

17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31.03.2025, Composition of Board and KMPs were as under:

Name Designation
Mr. Daljit Singh Chahal Whole-time Director
Mr. Bhawani Prasad Mishra Non-Executive Non-Independent Director
Mr. Ankush Uppal Non-Executive Non-Independent Director
Ms. Rajiv Kapur Kanika Kapur Non-Executive Independent Director
Mr. Sri Kant Non-Executive Independent Director
Mrs. Monika Jain Non-Executive Independent Director
Mr. Pawan Kumar Sharma Chief Financial Officer
Ms. Malti Devi Company Secretary

Appointments & Cessations during the Financial Year 2024-25:

S.NO NAME DESIGNATION CHANGE
1. Mr. Vipul Gupta Non-Executive Independent Director Resigned from the Position of Independent Director of the Company as on July 17, 2024 due to personal reasons.
2. Ms. Rajiv Kapur Kanika Kapur Non-Executive Independent Director Re-appointed as Independent Director of the Company for second term in the 35th Annual General Meeting of the Company
3. Mr. Daljit Singh Chahal Whole-time Director Re-appointed as the Whole time Director of the Company in the 35th Annual General Meeting of the Company for a further period of five years commencing from December 02, 2024 to December 01, 2029.
4. Mrs. Monika Jain Non-Executive Independent Director Appointed as an Additional Non-Executive Independent Director on the Board of the company with effect from October15, 2024. Regularized as Non-Executive Independent Director of the Company through Postal Ballot to hold office for a term of 5 (five) consecutive years with effect from October 15, 2024 to October 14, 2029.

There was no material reason regarding the resignation of the Independent Director and the confirmation regarding the same as received from the Independent Director was already submitted at www.bseindia.com.

18. WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Rajiv Kapur Kanika Kapur has been appointed as Independent Woman Director on the Board of the Company.

19. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Bhawani Prasad Mishra (DIN: 07673547), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

20. INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made thereunder and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct and their names in the data bank of Independent Directors are maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity.

21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (‘IBC)

During the financial year under review, neither any application is made by the Company, nor is any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.

22. STOCK SPLIT

During the financial year under review, the company has not done split of shares.

23. FAMILIARIZATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Your Company has adopted a familiarization programme for Independent Directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions and HR Management etc.

Your company aims to provide the insight into the Company to its Independent Directors enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

Details of the familiarization programme of the Independent Directors are available on the website of the Company https://www.aiml.in/investors.php.

24. BOARD MEETINGS

The Board met Twelve (12) times during the period, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations, 2015.

25. BOARD EVALUATION

The Company has devised a policy for performance evaluation of Independent Directors, Chairman, Board, Board Committees and other Individual Directors which include the criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

Based on the policy for performance evaluation of Independent Directors, the Board, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The statement indicating the manner, in which, formal annual evaluation of the Directors, the Board and Board level Committees was carried out, are given in detail in the report on Corporate Governance, which forms part of this Annual Report. The Nomination & Remuneration policy may be accessed on the Companys website at www.aiml.in.

26. POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key Managerial Personnel and their remuneration. The nomination and remuneration policy is available on the website of the Company (http://www.aiml.in/investors).

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate financial control system and framework in place to ensure: -

1. The orderly and efficient conduct of its business;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. The timely preparation of reliable financial information.

The same is subject to review periodically by the internal auditor for its effectiveness. The management has established internal control systems commensurate with the size and complexities of the business.

The internal auditors of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls.

The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internal control systems and processes. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee. Accordingly, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-25.

28. ANNUAL RETURN

Pursuant to the provisions of section 92 (3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, Annual return of the Company is available on the website of the Company at http://www.aiml.in

29. TRANSACTIONS WITH RELATED PARTIES

All arrangements/ transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arms length basis. During the year, the Company has not entered into any arrangement/transaction with related parties which could be considered material in accordance with the Companys Policy on Related Party Transactions, read with the Listing Regulations and the disclosure of related party transactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure I to this Report.

Details of the Related Party Transactions, as required under Listing Regulations and the relevant Accounting Standards are given in note no. 3.42 to the Financial Statements.

The Policy on the Related Party Transactions is available on the Companys website at www.aiml.in.

30. AUDITORS AND THEIR REPORT

(a) STATUTORY AUDITORS

M/s Chatterjee & Chatterjee, (Firm Registration No. 001109C), Chartered Accountants, were appointed as Statutory Auditors of the Company, for a term of 5 years from the conclusion of 33rd Annual General Meeting of the Company till the conclusion of the 38th AGM of the Company to be held in the year 2027 on such remuneration as may be mutually agreed between the Board of Directors of the Company.

The Auditors Report on Financial Statements is a part of this Annual Report. The Emphasis of Matter mentioned in the Auditors Report is self-explanatory and the qualifications are similar to the earlier qualification was mentioned in the previous year reports regarding the trade payables, trade receivables and other loans and advances given or taken are subject to reconciliation/confirmations. Further, term loan accounts with the banks are also subject to reconciliation/confirmation. The effect of consequential adjustment upon such confirmation/ reconciliation, if any, on the Financial Statements is not ascertainable.

Company wants to report that the reconciliation with the vendors and customers are done at the time of final settlement with them. It is the nature of the business. The reconciliation with the lending banks would be done post resolution of their debts. In view of this, it is not possible to estimate the impact of the same if any, on the financial position and the financial results of the company.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

(b) SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s S Khurana and Associates, Practicing Company Secretaries (CP No. 13212) in its Board meeting held on 01st May, 2024 to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31, 2025. The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure II, which forms an integral part of this report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013. Further, in compliance with Regulation 24A of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Section 204 of the Companies Act, 2013, the Audit Committee and the Board of Directors at their meeting held on September 02, 2025 respectively have approved and recommended the appointment of M/s AASK & Associates LLP, Peer Reviewed Firm of Company Secretaries in Practice (Firm registration number: L2015DE1700) as Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from Financial Year 2025- 2026 till Financial Year 2029-2030, subject to the approval of the Members at the ensuing Annual General Meeting of the Company.

SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s S Khurana and Associates, Company Secretaries in practice has given the Secretarial Compliance Report of the Company for the financial year 2024-25.

The said report does not contain any observations. The Secretarial Compliance Report is annexed herewith as Annexure III, which forms an integral part of this report.

(c) COST AUDITOR

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

(d) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, the Board of Directors had re-appointed M/s D. C. Chhajed & Associates, Practicing Chartered Accountants (FRN: 013529N) to undertake the Internal Audit of the Company for the Financial Year ended on March 31, 2025.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013 have been provided if any, as part of the financial statements.

32. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Management Discussion and Analysis for the year ended March 31, 2025 forms an integral part of this Annual Report.

33. COMMITTEES OF THE BOARD

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted various Committees. As on The Companys Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Strategic Committee*

The details with respect to composition, powers, roles, no. of meetings held and attendance at the meetings of the above Committees of the board are provided in the Corporate Governance Section of the annual report. *The Board has constituted a Strategic Committee to primarily look into day to day matters relating to take up and handle certain day to day banking matters, Legal matters and other operational matters.

34. AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is the part to this report. All the recommendations made by the Audit Committee, (if any) were accepted by the Board of Directors during the financial year 2024-25.

35. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

The information as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2025 with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo has been annexed as Annexure IV to this report which forms an integral part of this report.

36. CORPORATE SOCIAL RESPONSIBILITY

As per the section 135 of Companies act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors and have to spends in every financial year, at least two percent of the average net profits of the company made during the three immediately preceding financial years.

Due to continuing losses, section 135 is not applicable on company.

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable as the Company is not covered under the criteria mentioned in Section 135(1) of the Companies Act, 2013.

37. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-V.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this Report. In terms of proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection by the Members at the registered office of the company. Any member interested in obtaining a copy of the same may write to the Company Secretary at companysecretary@aiml.in. None of the employees listed in the said Annexure are related to any Director of the Company.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

39. PUBLIC DEPOSITS

During the period under review, the Company has not accepted any deposits from public under the Companies Act, 2013 and as such, no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

40. CREDIT RATING

The Company has not taken any ratings during the financial year 2024-25.

41. SIGNIFICANT AND MATERIAL ORDERS

During the Financial Year 2024-25, no significant and material orders have been passed by any Regulators, Courts or Tribunals affecting the going concern status and Companys operations in future.

42. VIGIL MECHANISM

The Company has formed a Whistle Blower Policy for establishing a Vigil Mechanism for Directors and Employees in Compliance with Section 177(9) of the Act and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns regarding unethical behavior and mismanagement, if any. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally. The Company is committed to the highest possible standard of openness, probity and accountability. It contains safe guards to protect any person who uses the Vigil Mechanism by raising any concern in good faith. The Company protects the identity of the whistle blower, if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process.

If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The said Whistle Blower Policy has been disseminated on the Companys website at https://www.aiml.in.

43. RISK MANAGEMENT

The Company has developed and implemented a Risk Management framework. The details of elements of risk are provided in the Management Discussion and Analysis Report attached as annexure to this Annual Report.

44. INFORMATION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee consisted with the following persons namely Ms. Malti Devi-Company Secretary (President), Mrs. Jaspreet Kaur- HR Assistant (Member), Mr. Rajiv Vasisht- Plant Head (Member), Mr. Rajesh Kumar- HR Head (Member) and Mr. Mandeep Singh- Production Head (Member) to redress complaints received regarding sexual harassment. The complaints received by the committee are being dealt in line with the provisions of the Act.

Details of complaints in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the year under review is as follows: -

Sr. No. Particulars No. of Complaints
1 Number of Complaints filed during FY 2024-25 Nil
2 Number of Complaints disposed of during FY 2024-25 Nil
3 Number of Complaints pending as on end of the FY 2024-25 Nil

45. HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS

During the period under review, the relations between the Management and the workers were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.

Industrial relations remained cordial throughout the year. Your Directors recognizes and appreciates the sincerity, hard work, loyalty, dedicated efforts and contribution of all the employees during the year. The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the locations of Company.

46. COMPLIANCE WITH MATERNITY BENEFIT ACT 1961

We are committed to the well-being of our employees and offer industry-leading benefits, including accidental insurance and maternity/paternity coverage in line with applicable laws. The Company confirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961. We are committed to upholding the rights and welfare of our employees and have implemented all necessary measures to ensure that eligible women employees receive the benefits and protections mandated under the Act, including maternity leave and workplace support, as applicable.

47. INSIDER TRADING REGULATIONS

The Board of Directors of the Company has adopted the Code of Conduct for prevention of insider trading, the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, the policy for determination of legitimate purposes, and policy for enquiry in case of the leak of unpublished price sensitive information in compliance with the SEBIs Regulations for Prohibition of Insider Trading, and the same have been uploaded on the Company website.

48. INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors grievances.

49. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers and the investors for their continued support, co-operation and assistance.

By Order Of The Board
For Alliance Integrated Metaliks Limited
Sd/-
Daljit Singh Chahal
Date : 02/09/2025 DIN: 03331560
Place : New Delhi Chairman Cum Wholetime Director

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